Mr. Mark Sumner reports

DAURA CAPITAL CORP. ANNOUNCES TSXV CONDITIONAL ACCEPTANCE AND FILING OF FILING STATEMENT FOR QUALIFYING TRANSACTION

Daura Capital Corp. has received conditional acceptance from the TSX Venture Exchange for the closing of its proposed acquisition of Estrella Gold SAC, which transaction is intended to constitute Daura's qualifying transaction (within the meaning of Policy 2.4 (Capital Pool Companies) of the TSX-V). Daura has filed a filing statement dated effective Dec. 19, 2024, including a National Instrument 43-101 technical report on Estrella's Cochabamba project with the TSX-V and under Daura's profile on SEDAR+, which describes the qualifying transaction.

In addition, Daura announced that it has increased the minimum amount of its previously announced concurrent financing to be completed in connection with its proposed qualifying transaction to acquire Estrella. Daura is also providing updated financial information for Estrella.

As previously announced, Daura has entered into a definitive agreement to acquire all of the outstanding shares of Estrella from its shareholders in consideration for seven million common shares of Daura. For additional information regarding the qualifying transaction, please refer to Daura's news releases dated July 16, 2024, and July 23, 2024.

Increase in minimum amount of concurrent financing

The company has increased the minimum amount of the concurrent financing to increase the funds available to the company upon completion of the qualifying transaction. Under the concurrent financing, the company intends to issue a minimum of 20,333,334 units and a maximum of up to 25 million units at a price of six cents per unit for gross proceeds of between $1.25-million and $1.5-million. Each unit will consist of one Daura share and one (full) share purchase warrant, with each whole warrant entitling the holder to purchase one additional Daura share at a price of 10 cents per share for a period of two years from the date of issuance. Net proceeds from the concurrent financing will be used to finance exploration of the Estrella project portfolio and expenses related to the qualifying transaction and for general working capital purposes.

Subject to the approval of the TSX-V, Daura may pay eligible finders a fee equal to 7 per cent of the concurrent financing in cash and 7 per cent in share purchase warrants under the QT financing.

All securities issued under the concurrent financing will be subject to hold periods expiring four months and one day after the date of issuance. Additional restrictions may apply under the rules of the TSX-V and applicable securities laws.

Closing of the concurrent financing remains subject to final acceptance by the TSX-V.

Updated financial information for Estrella

In addition to the information previously provided in the company's news release of July 23, 2024, the company is providing updated financial information regarding the financial condition and results of operation for Estrella. The following is derived from Estrella's financial statements for the years ended Dec. 31, 2023 (audited), and 2022 (unaudited), and the interim periods ended Sept. 30, 2024. The following information should be read in conjunction with Estrella's audited and unaudited financial statements for the periods presented, which financial statements will be included in the filing statement to be filed by Daura on SEDAR+ in connection with the qualifying transaction.

Additional information

Completion of the qualifying transaction and the concurrent financing remains subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final TSX-V acceptance, and satisfaction of other customary closing conditions. Assuming all conditions for closing are satisfied, closing of the transaction is expected to occur on or about Jan. 31, 2025, or such other date as the company and Estrella may determine.

In accordance with the policies of the TSX-V, Daura's common shares are currently halted from trading and will remain halted until further notice.

All information provided in this press release related to Estrella has been provided by management of Estrella and has not been independently verified by management of Daura.

Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the qualifying transaction may not be accurate or complete, and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.